|
Exhibit 10.7
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is
made and entered into this 14th day of December, 2004, by and
between First Mid-Illinois Bancshares, Inc. ("the Company"), a
corporation with its principal place of business located in
Mattoon, Illinois, and Kelly A. Downs ("Manager").
In consideration of the promises and mutual
covenants and agreements contained herein, the parties hereto
acknowledge and agree as follows:
ARTICLE ONE
TERM AND NATURE OF AGREEMENT
1.01 Term of
Agreement . The term of this Agreement shall commence as of
January 1, 2005 and shall continue until December 31, 2007.
Thereafter, unless Manager’s employment with the Company has
been previously terminated, Manager shall continue her employment
with the Company on an at will basis and, except as provided in
Articles Five, Six and Seven, this Agreement shall terminate unless
extended by mutual written agreement.
1.02
Employment . The Company agrees to employ Manager and
Manager accepts such employment by the Company on the terms and
conditions herein set forth. The duties of Manager shall be
determined by the Company’s Chief Executive Officer and shall
adhere to the policies and procedures of the Company and shall
follow the supervision and direction of the Chief Executive Officer
or his designee in the performance of such duties. During the term
of her employment, Manager agrees to devote her full working time,
attention and energies to the diligent and satisfactory performance
of her duties hereunder. Manager shall not, while she is employed
by the Company, engage in any activity which would (a) interfere
with, or have an adverse effect on, the reputation, goodwill or any
business relationship of the Company or any of its subsidiaries;
(b) result in economic harm to the Company or any of its
subsidiaries; or (c) result in a breach of Section Six of the
Agreement.
ARTICLE TWO
COMPENSATION AND BENEFITS
While Manager is employed with the Company during
the term of this Agreement, the Company shall provide Manager with
the following compensation and benefits:
2.01 Base
Salary . The Company shall pay Manager an annual base salary
of $53,300.00 per fiscal year, payable in accordance with the
Company’s customary payroll practices for management
employees. The Chief Executive Officer or his designee may review
and adjust Manager's base salary from year to year; provided,
however, that during the term of Manager's employment, the Company
shall not decrease Manager's base salary.
2.02 Incentive
Compensation Plan . Manager shall continue to participate in
the First Mid-Illinois Bancshares, Inc. Incentive Compensation Plan
in accordance with the terms and conditions of such Plan. Pursuant
to the Plan, Manager shall have an opportunity to receive incentive
compensation of up to a maximum of 20% of Manager's annual base
salary. The incentive compensation payable for a particular fiscal
year will be based upon the attainment of the performance goals in
effect under the Plan for such year and will be paid in accordance
with the terms of the Plan and at the sole discretion of the
Board.
2.03 Deferred
Compensation Plan . Manager may continue to participate in
the First Mid-Illinois Bancshares, Inc. Deferred Compensation Plan
in accordance with the terms and conditions of such Plan as in
effect from time to time.
2.04 Vacation . Manager shall be entitled to three (3) of
paid vacation each year during 2005. Manager shall be entitled to
four (4) weeks of paid vacation during 2006 and 2007.
2.05 Other
Benefits . Manager shall be eligible (to the extent she
qualifies) to participate in any other retirement, health, accident
and disability insurance, or similar employee benefit plans as may
be maintained from time to time by the Company for its other
management employees subject to and on a consistent basis with the
terms, conditions and overall administration of such plans.
2.06 Business
Expenses . Manager shall be entitled to reimbursement by the
Company for all reasonable expenses actually and necessarily
incurred by her on its behalf in the course of her employment
hereunder and in accordance with expense reimbursement plans and
policies of the Company from time to time in effect for management
employees.
2.07 Withholding . All salary, incentive compensation and
other benefits provided to Manager pursuant to this Agreement shall
be subject to withholding for federal, state or local taxes,
amounts withheld under applicable employee benefit plans, policies
or programs, and any other amounts that may be required to be
withheld by law, judicial order or otherwise or by agreement with,
or consent of, Manager.
ARTICLE THREE
DEATH OF MANAGER
This Agreement shall terminate prior to the end
of the term described in Section 1.01 upon Manager’s
termination of employment with the Company due to her death. Upon
Manager’s termination due to death, the Company shall pay
Manager’s estate the amount of Manager’s base salary
plus her accrued but unused vacation time earned through the date
of such death and any incentive compensation earned for the
preceding fiscal year that is not yet paid as of the date of such
death.
ARTICLE FOUR
TERMINATION OF EMPLOYMENT
Manager’s employment with the Company may
be terminated by Manager or by the Company at any time for any
reason. Upon Manager’s termination of employment prior to the
end of the term of the Agreement, the Company shall pay Manager as
follows:
4.01 Termination
by the Company for Other than Cause . If the Company
terminates Manager’s employment for any reason other than
Cause, the Company shall pay Manager the following:
(a) An amount equal
to Manager’s monthly base salary in effect at the time of
such termination of employment for a period of twelve (12) months
thereafter. Such amount shall be paid to Manager periodically in
accordance with the Company’s customary payroll practices for
management employees; provided, however, that that Company may
delay payment of such amount to the extent required by
law.
(b) The base salary
and accrued but unused paid vacation time earned through the date
of termination and any incentive compensation earned for the
preceding fiscal year that is not yet paid.
(c) Continued
coverage for Manager and/or Manager’s family under the
Company’s health plan pursuant to Title I, Part 6 of the
Employee Retirement Income Security Act of 1974 ("COBRA") and for
such purpose the date of Manager’s termination of employment
shall be considered the date of the "qualifying event" as such term
is defined by COBRA. During the period beginning on the date of
such termination and ending at the end of the period described in
Section 4.01(a), Manager shall be charged for such coverage in the
amount that he would have paid for such coverage had she remained
employed by the Company, and for the duration of the COBRA period,
Manager shall be charged for such coverage in accordance with the
provisions of COBRA.
For purposes of this Agreement, "Cause" shall
mean Manager’s (i) conviction in a court of law of (or
entering a plea of guilty or no contest to) any crime or offense
involving fraud, dishonesty or breach of trust or involving a
felony; (ii) performance of any act which, if known to the
customers, clients, stockholders or regulators of the Company,
would materially and adversely impact the business of the Company;
(iii) act or omission that causes a regulatory body with
jurisdiction over the Company to demand, request, or recommend that
Manager be suspended or removed from any position in which Manager
serves with the Company; (iv) substantial nonperformance of any of
her obligations under this Agreement; (v) misappropriation of or
intentional material damage to the property or business of the
Company or any affiliate; or (vi) breach of Article Five or Six of
this Agreement.
4.02 Termination
Following a Change in Control . Notwithstanding Section
4.01, if, following a Change in Control, and prior to the end of
the term of this Agreement, Manager’s employment is
terminated by the Company (or any successor thereto) for any reason
other than Cause, or if Manager terminates her employment because
of a decrease in her then current base salary or a substantial
diminution in
| 
